Client Audit Rights Sample Clauses

Client Audit Rights. Patheon will permit audits by the Client, on reasonable prior written notice, of all relevant premises, procedures, and documentation that relate to Client’s Product. Client audits are limited to one audit per calendar year unless for cause.
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Client Audit Rights. The parties agree that:
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Client Audit Rights. (a) Service Provider shall assist Client and Client Affiliates in meeting its audit and regulatory requirements, as they relate to Service Provider and the Services, to enable Client, Client Affiliates, Governmental Authorities and Client Group’s Approved Auditors to conduct appropriate audits under this Agreement. Service Provider shall at all times during the Term maintain records and supporting documentation, in accordance with generally accepted accounting principles, of all financial and non-financial transactions under this Agreement and all Service Agreements sufficient to permit the Required [***]* Audits, Annual Audits, and Client Audits (each as defined below, and collectively, the “Audits”) thereof in accordance with this Article 17. During the Transition Period, and thereafter at the beginning of each Contract Year, the Account Managers will determine the timing and schedule for Audits during that Contract Year and agree upon audit guidelines and scope (the “Annual Audit Plan”). The first Annual Audit Plan will include Client Audits to be accomplished during the initial Contract Year after a [***]* stabilization period following completion of the take on activity for the last Process for each of Client’s Canadian operations and U.S. operations. All changes or additions to the Annual Audit Plan will be proposed on at least [***]* advance notice except where shorter notice periods are required by a Governmental Authority. Notwithstanding the previous statement Service Provider acknowledges and agrees that a Governmental Authority may require an Audit without prior notice to Client or Service Provider. Consistent with the Annual Audit Plan, Client Group’s auditors that execute confidentiality agreements in the form of Exhibit M (“Approved Auditors”) shall have the reasonable access set forth in Section 17.01(b) below. Client and its Approved Auditors shall have no access to other Service Provider data and systems, data of other Service Provider customers, or Service Provider internal or third party costs or cost structure, or Service Provider employee personal data, including salary, performance or other private data. Approved Auditors shall observe such procedures as Service Provider may reasonably require in order to protect the confidentiality and security of Service Provider Confidential Information, and that of its other customers. Client agrees that Approved Auditors shall perform planning, entry and exit interviews in accordance with the ag...
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Client Audit Rights. So long as Client is receiving and has paid for Support Services and is otherwise in material compliance with the terms of this Agreement and for a term of one (1) year after termination of the Support Services, Client and its financial and data security auditors (internal and external) will have the right, upon thirty (30) days prior written notice, to inspect, examine and audit (collectively, “Audit”) the records, data, practices and procedures of Greenway, its affiliates, and its approved subcontractors that are relevant to determining the following: (i) the accuracy of Greenway’s invoices; and (ii) Greenway’s software development life cycle (from analysis to development) with respect to the Software. Such audit shall be conducted during Greenway’s normal business hours and shall not materially interfere with its business activities.
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Client Audit Rights. During the Term and the record-keeping period set forth in Section 9.8.1 above, CLIENT shall have the right to inspect and audit LONZA’s books and records in connection with the Materials only, at the location(s) where the books and records are maintained by LONZA. Such inspection and audits shall be performed on behalf of CLIENT by an independent Third Party auditor selected by CLIENT and reasonably acceptable to LONZA. Such audits shall be conducted during the normal business hours of LONZA upon at least [***] advance notice to LONZA and shall be made no more than once each four consecutive calendar quarters. The auditor selected by CLIENT shall be required to execute a reasonable confidentiality agreement with CLIENT and LONZA, no less stringent in scope than the confidentiality obligations set forth herein, and for a reasonable and customary time period (which in no event shall be less than [***] from the disclosure of the Confidential Information to such auditor), prior to commencing any such audit and shall only disclose to CLIENT, with a copy to LONZA, (a) whether or not the relevant payments were accurate, or the reasons why the accuracy of the relevant payments could not be determined, and any recommended actions needed to ensure the accuracy of relevant future payments and (b) if the payments were not accurate, the amount of any under- or over- payment so that such discrepancy in the payments can be equitably resolved. CLIENT shall bear its costs and expenses of audits conducted under this Section 9.8.2, unless a variation or error producing an overpayment exceeding [***] of the total amount paid by CLIENT for the period covered by the audit, in which case LONZA shall bear CLIENT’s reasonable and documented costs and expenses associated with such audit.
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Client Audit Rights. 6.1. Upon written request and at no additional cost to Client, MindWire may provide Client, and/or its appropriately qualified third-party representative (collectively, the “Auditor”), access to reasonably requested documentation evidencing MindWire’s compliance with its obligations under this DPA (collectively, “Reports”). In the event that the Reports are not available or are not sufficient to fulfill Client’s obligations under applicable Data Protection Laws, MindWire shall, to the extent required by applicant Data Protection Laws: (a) provide additional documentation and information as reasonably necessary; and (b) allow for an contribute to audits in order to assess MindWire’s compliance with this DPA (such audits shall not take place more than once in any twelve (12) month period, shall not unreasonably interfere with MindWire’s operations, shall require no less than sixty (60) days written notice to MindWire, and shall not require MindWire to disclose information or data relating to any other Client or that is subject to confidentiality obligations).
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Client Audit Rights. Patheon will permit audits on reasonable prior written notice, of all relevant premises, procedures and documentation by the Client; to the extent such audits are related to Client’s Product. Client audits are limited to [***] per [***] unless for cause.
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Client Audit Rights. Minnetronix agrees that Client or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on any pertinent design, manufacturing, or quality systems or processes and associated documentation upon at least five (5) business days’ prior written notice. Such audits shall occur once every 12-month period unless additional audits are required for cause (complaint investigation, adverse event investigations, etc.). Each of Client and Minnetronix shall bear all of its own costs in connection with routine audits. Client and Minnetronix will work in good faith based on the outcome of “for cause” audits to determine responsibility for costs associated with “for cause audits”.
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Related to Client Audit Rights

  • Audit Rights The Recipient shall, at all reasonable times, provide the Director access to a right to inspect all sites and facilities involved in the Project and access to and a right to examine or audit any and all books, documents and records, financial or otherwise, relating to the Project or to ensure compliance with the provisions of this Agreement. The Recipient shall maintain all such books, documents and records for a period of three (3) years after the termination of this Agreement, and such shall be kept in a common file to facilitate audits and inspections. All disbursements made pursuant to the terms of this Agreement shall be subject to all audit requirements applicable to State funds. The Recipient shall ensure that a copy of any final report of audit prepared in connection with and specific to the Project, regardless of whether the report was prepared during the pendency of the Project or following its completion, is provided to the Director within ten (10) days of the issuance of the report. The Recipient simultaneously shall provide the Director with its detailed responses to each and every negative or adverse finding pertaining to the Project and contained in the report. Such responses shall indicate what steps will be taken by the Recipient in remedying or otherwise satisfactorily resolving each problem identified by any such finding. If the Recipient fails to comply with the requirements of this Section or fails to institute steps designated to remedy or otherwise satisfactorily resolve problems identified by negative audit findings, the Director may bar the Recipient from receiving further financial assistance under Chapter 164 of the Revised Code until the Recipient so complies or until the Recipient satisfactorily resolves such findings.

  • Contract Audits Eligible Purchaser represents and warrants that it shall cooperate with Enterprise Services, the Office of the State Auditor, federal officials, and/or any third party authorized by law or contract, in any audit conducted by such party pertaining to any Contracts that Eligible Purchaser has made purchases from pursuant to this Agreement, including providing records related to any purchases from such Contracts.

  • Records and Audit Rights To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the City to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.

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